SCP DISTRIBUTORS, LLC EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods • Louisiana
THIS EMPLOYMENT AGREEMENT is made and entered into this 17th day of January, 2003, by and between SCP Distributors, LLC, a Delaware corporation (“Employer”), and John M. Murphy (“Employee”).
STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS UNDER THE SCP POOL CORPORATION 2002 LONG-TERM INCENTIVE PLANStock Option Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods
The Option granted hereby is subject to the provisions of the Plan as in effect on the date hereof and as it may be amended. In the event any provision of this Agreement conflicts with such a provision of the Plan, the Plan provision shall control.
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods • Indiana
This Asset Contribution Agreement (the “Agreement”), dated as of November 12, 2004, is entered into by and among (i) Fort Wayne Pools, Inc., an Indiana corporation (“Seller”), (ii) SCP Pool Corporation, a Delaware corporation (“Parent”) and (iii) Latham Acquisition Corp., a Delaware corporation (“Purchaser”).
STATEMENT OF PURPOSESubsidiary Guaranty Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods • North Carolina
ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods • Ontario
This Asset Exchange Agreement (the “Agreement”), dated as of November 12, 2004, is entered into by and among (i) Les Industries R.P. Inc., a corporation incorporated under the laws of the Province of Quebec (“RP”), (ii) SCP Pool Corporation, a Delaware corporation (“Parent”), and (iii) Latham Acquisition Corp., a Delaware corporation (“Acquisition Corp”).
LATHAM ACQUISITION CORP. BROCKWAY MORAN & PARTNERS fund ii, l.p., brockway moran & partners ii co-invest fund, l.p., AND FORT WAYNE POOLS, INC. SUBSCRIPTION AND STOCKHOLDERS’ AGREEMENTSubscription and Stockholders’ Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods • Delaware
THIS SUBSCRIPTION AND STOCKHOLDERS’ AGREEMENT is made as of this 12th day of November, 2004, by and among Latham Acquisition Corp., a Delaware corporation (the “Company”), Brockway Moran & Partners Fund II, L.P., a Delaware limited partnership (“BMP II”), Brockway Moran & Partners II Co-Invest Fund, L.P., a Delaware limited partnership (“Co-Invest” and collectively with BMP II, the “BMP Investors”) and Fort Wayne Pools, Inc. (“SCP”), an Indiana corporation and a wholly owned subsidiary of SCP Pool Corporation, a Delaware corporation (“Parent”). Each of the BMP Investors and SCP is referred to as a “Stockholder,” and collectively as the “Stockholders.”
CREDIT AGREEMENT dated as of November 2, 2004, by and among SCP POOL CORPORATION, as US Borrower, SCP DISTRIBUTORS INC., as Canadian Borrower, the Lenders referred to herein, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline...Credit Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods • North Carolina
CREDIT AGREEMENT, dated as of November 2, 2004, by and among SCP POOL CORPORATION, a Delaware corporation (the “US Borrower”), SCP DISTRIBUTORS INC., a company organized under the laws of Ontario (the “Canadian Borrower”), the lenders who are or may become a party to this Agreement (collectively, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, CONGRESS FINANCIAL CORPORATION (CANADA), as Canadian Dollar Lender, JPMORGAN CHASE BANK, as Syndication Agent, HIBERNIA NATIONAL BANK, as Documentation Agent and WELLS FARGO BANK NATIONAL ASSOCIATION, as Documentation Agent.
